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PriceGuidePro End-User License Agreement

Effective November 14, 2023

 

This End-User License Agreement (“EULA”) is between you (“you”) and Lane Automotive, Inc. (“Company”) (each, a “Party” and collectively, the “Parties”). This EULA is a legal document that contains the terms and conditions under which limited use of certain Services and Software (as defined herein) are licensed to you. PLEASE READ THIS EULA CAREFULLY.

THE USE, DOWNLOAD OR ACCESS (COLLECTIVELY, “USE”) OF THE SERVICES AND SOFTWARE BY YOU UPON CLICKING THE “I AGREE” BUTTON BELOW OR ON THE REGISTRATION PAGE (AS APPLICABLE) INDICATES YOUR EXPRESS CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA.  If you do not wish to be bound by the terms and conditions set forth in this EULA, immediately cease use of the Services and Software and uninstall the Software from any and all Device(s) (as such term is defined below) onto which the Software has been downloaded or installed.

In order to use the Software to access the Services, you are required to have a compatible Device (as such term is defined herein), Internet access, and the following minimum specifications (“Software Requirements”):

  • Apple Devices:
    • Valid Apple ID to enable access to the App Store to receive available Updates;
    • An operating iOS device installed with iOS 12.0 or above;
    • A working Internet connection.
  • Android Devices:
    • Valid Google account to enable access to the Google Play Store to receive available Updates;
    • An operating Android device installed with Android 6.0 or above;
    • A working Internet connection.
  • PC Devices:
    • Windows 8.1 or newer;
    • A working Internet connection.
  • Mac Devices:
    • Mac OS 11.0 or newer;
    • A working Internet connection.

 

    • “Services” means the PriceGuidePro online services provided to you by Company.

 

  • “Software” means the PriceGuidePro mobile app or web browser portal used to access the Services, together with any documentation and/or data related thereto.

 

  • “Subscription Service” means the subscription plan option chosen by you under the Subscription Agreement, attached and incorporated by reference herein.

 

  • “Device(s)” means any iPhone®, iPad®, or other Apple device that you own or control and as is permitted by the App Store Terms of Service, any Android device that you own or control and as is permitted by the Google Play Store Terms of Service, or any PC or Mac devices that you own or control.

 

  1. LICENSE GRANT; RESTRICTIONS.
    • With respect to any Software that is distributed or provided to you for use on your premises or Devices, and subject to the terms and conditions of this EULA, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable license to use such Software solely on a Device(s) that you own or control during the effective term of this EULA only in connection with the Services. You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or the Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels from the Services or any Software. The terms of this EULA will govern any upgrade provided by Company that replaces and/or supplements the original Software and/or Services, unless any such upgrade is accompanied by a separate end user license agreement in which case the terms of that end user license agreement will govern.

 

  • You may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this EULA and will be prohibited except to the extent expressly permitted by the terms of this EULA.

 

  • You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, Devices, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

 

  • AUTOMATIC SOFTWARE UPDATES. Company may, from time to time, develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Software and related Services (“Updates”). Such Updates may be automatically installed on your Device(s) without providing any additional notice or receiving any additional consent from you. If you do not want such Updates, you must stop using the Software and Services. If you do not cease using the Software and/or Services, you will have been deemed to consent to receiving these Updates and they will be implemented onto your Device(s) automatically.

 

  1. CONSENT TO COLLECTION AND USE OF DATA. By using the Software and Services or providing Company with your personal information, you are accepting and consenting to the collection by Company of your personal information, Device information, and usage data collected through the Software and Services (“Usage Data”) and to the practices, terms, and conditions described in Company’s Privacy Policy. At all times your personal information, Device information and Usage Data will be treated in accordance with Company’s Privacy Policy, which is incorporated by reference into this EULA, and can be viewed at: [WEBSITE ADDRESS]. In addition, by using the Software and Services you further consent to Company’s collection and analysis of data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Usage Data and data derived therefrom), and you consent to: (i) Company’s use (during and after the term of this EULA) of such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) Company’s disclosure (during and after the term of this EULA) of such data solely in aggregate or other de-identified form in connection with its business.

 

  1. INTELLECTUAL PROPERTY; PROTECTION OF CUSTOMER DATA.

 

  • This Software and the Services are protected by various intellectual property laws and treaties. All applicable intellectual property rights in and to the Software and Services and all improvements, enhancements or modifications thereto (including, but not limited to, any images, photographs, animations, video, audio, music, text, layouts, format and other graphic representations/presentations incorporated into the Software and the Services) and any copies of the Software, and any software, applications, inventions or other technology developed in connection with any implementation services or support provided by Company are solely owned by Company. No rights in and to any such intellectual property are granted, conveyed or transferred to you; and the grant of any license hereunder shall not be deemed to have granted, conveyed or transferred any such intellectual property rights to you. By using the Software and Services, you disclaim any such grant, conveyance or transfer of any such intellectual property rights to you. Your sole and exclusive right shall be to use the Software and Services in accordance with the terms and conditions set forth in this EULA.

 

  • You shall own all right, title and interest in and to any non-public data provided by you to Company to enable the provision of the Services (“Customer Data”). By using the Software and/or Services, you hereby grant Company a non-exclusive, non-transferable, non-sublicensable, worldwide, fully paid-up license to use such Customer Data to the extent necessary to provide the Services during the term of this EULA.

 

  • Company will maintain commercially reasonable organizational and technical measures for protection of the security, confidentiality, and integrity of Customer Data. Company will notify you if it becomes aware of unauthorized access to Customer Data. Company will not access or use Customer Data except (a) as provided for in this EULA; (b) as authorized or instructed by you; (c) as required to perform its obligations under this EULA; or (d) as required by law. Company has no further obligations to you with respect to Customer Data.

 

  1. This EULA and the license granted hereunder are effective on the date you first download or use the Software and Services and shall continue for as long as you use the Software and Services (or the Software remains on any Device owned or used by you) and pay all Fees (as defined below) if applicable under the Subscription Services, unless this EULA is terminated under this section. Company reserves the right to terminate this EULA immediately at any time for any or no reason including without limitation if you fail to pay Fees (if applicable under the Subscription Services) or comply with any terms or conditions hereof including without limitation Section 2.1, or otherwise misuse or attempt to misuse the Software and/or Services as determined in Company’s sole discretion. You may terminate this EULA and your Service subscription effective immediately by (a) sending written notice of termination to Company by email at [EMAIL ADDRESS]; and (b) terminating use of the Software and Services and permanently deleting the Software from all Device(s) onto which the Software was loaded and/or used. Upon termination of this EULA, all licenses granted hereunder will terminate and you must immediately cease all use of the Software and Services, but the terms of Sections 3, 4, 6-15 will remain in effect, following any such termination.

 

  1. PAYMENT OF FEES. If part of your Subscription Services, you will pay Company the applicable fees described in the Subscription Agreement (the “Fees”). Fees are paid up-front via credit card on a monthly basis. NO REFUNDS ARE GIVEN FOR FEES PAID PRIOR TO TERMINATION OF SERVICE SUBSCRIPTIONS. Failure to pay Fees may result in immediate termination of Service. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees on a monthly basis, upon thirty (30) days’ prior notice to you (which may be sent by email). If you believe that Company has billed you incorrectly, you must contact Company no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

 

  1. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.

 

  • By using the Software and/or Services, you represent, covenant, and warrant that you: (i) (if an individual) are of the age of majority or older in your applicable jurisdiction; (ii) (if an entity) are duly organized, validly existing and in good standing in the jurisdiction of your formation; (iii) will use the Software and/or Services only in compliance with this EULA and all applicable laws and regulations; and (iv) have all necessary permissions, consents, and/or authorizations from applicable third parties to disclose Customer Data to Company, to the extent such Customer Data contains non-public data belonging to a third party.

 

  • You shall indemnify, defend and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from (i) your breach of this EULA; (ii) your violation of applicable law and/or regulations; or (iii) your use of the Software and/or Services. Although Company has no obligation to monitor your use of the Software and/or Services, Company may do so and may prohibit any use of the Software and/or Services it believes may be (or alleged to be) in violation of the foregoing.

 

  1. EXCLUSION OF WARRANTIES.

 

  • THE SOFTWARE, SERVICES AND ANY INFORMATION RELATED THERETO ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTY OR REPRESENTATION OF ANY KIND OR NATURE WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, SECURITY, PERFORMANCE, OR THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE AND/OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED OR ERROR-FREE, AND/OR THAT DEFECTS IN THE SOFTWARE AND/OR SERVICES WILL BE CORRECTED.

 

  • Based on your applicable mobile network plan, you may be charged by the network provider for access to Internet connection services for the duration of the connection while accessing the Software and/or Services or any other applicable third-party charges that may arise. In no event will Company be responsible for any such direct or indirect charges, surcharges and/or overages that may arise from such use.

 

  • Company will take all reasonable commercial efforts to ensure that the Software and Services are available to you at all times. However, because the Software and Services are utilized via the Internet and through third-party networks, the quality and availability of the Software and Services may be affected by the factors outside the reasonable control of Company. Company hereby disclaims any liability or responsibility whatsoever for the unavailability of the Software and/or Services and/or any difficulty or inability to download or access content from the Services and/or any other communication system failure which may result in the Software and/or Services being or becoming unavailable.

 

  • The entire risk of the use, results and performance of the Software and Services is borne by you. Further, no warranty or guarantee is made regarding the use or results of the Software and/or Services or any related information, goods or services in terms of correctness, accuracy, reliability, timeliness or otherwise. You use and rely on the Software and Services at your own risk. If any deficiencies are noted in the Software and/or Services, you shall immediately cease all use of the Software and/or Services and not rely upon the same in any capacity. Your sole and exclusive remedy relative to any defects or deficiencies in the Software and/or Services shall be as set forth in Section 10 hereof.

 

  1. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), DIRECTORS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES BE RESPONSIBLE OR LIABLE, WHETHER ARISING OUT OF OR RELATING TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL, ARISING OUT OF OR IN ANY WAY RELATED TO THIS EULA AND/OR THE USE OF OR INABILITY TO USE THE SOFTWARE AND/OR SERVICES, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY, WHETHER ARISING OUT OF OR RELATING TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, EXCEED THE LESSER OF EITHER: (A) ONE HUNDRED DOLLARS ($100.00); OR (B) THE TOTAL FEES AMOUNT YOU PAID FOR THE SERVICES, IF ANY. The warranties and remedies set forth herein are exclusive, and in lieu of all other remedies, oral or written, express or implied. Some jurisdictions do not allow exclusion or limitation of implied warranties or of liability for incidental damages, so the foregoing limitations or exclusions may not apply to you. This warranty gives you specific legal rights which may vary from jurisdiction to jurisdiction.

 

  1. FORCE MAJEURE. In no event shall Company be liable to you, or be deemed to have breached this EULA, for any failure or delay in performing its obligations under this EULA, if and to the extent such failure or delay is caused by any circumstances beyond Company’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, epidemics, pandemics or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; and/or (vii) shortage of adequate power, communications or transportation facilities.

 

  1. In the event any provision of this EULA is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law (otherwise, such provision shall be severable) and the remaining provisions will continue in full force and effect.

 

  1. CHOICE OF LAW; ARBITRATION; LIMITATION OF CLAIMS. This EULA and all matters arising out of and relating hereto are governed by the laws of the State of Michigan, without regard to its conflicts of laws principles. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. All disputes, controversies or differences arising out of or in relation to this EULA or the breach hereof, which cannot be settled by mutual accord, shall be submitted to the American Arbitration Association (“AAA”) for arbitration in Detroit, Michigan pursuant to such Association’s rules for commercial arbitration. The number of arbitrators shall be one (1). The foregoing to the contrary notwithstanding, you acknowledge that any use of the Services or Software contrary to this EULA, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services or Software, may cause irreparable injury to Company, and under such circumstances Company will be entitled to equitable relief without posting of bond or other security. Company may bring an action in any appropriate court to obtain such equitable relief. In any action or proceeding by Company to enforce its rights under this Agreement, Company will be entitled to recover its costs and attorneys’ fees. Any dispute or other action arising out of or relating to this EULA, the Software and/or Services must be brought by you within one (1) year of the date the event giving rise to the cause of action occurred or it shall be forever barred.

 

  1. PRODUCTS DISCLAIMER.

 

  • Informational Purposes Only. Company and its subsidiaries including Motorstate Distributing Inc. provide the catalog and product (“Product”) descriptions contained in the Software and Services for informational purposes only. Company reserves the right to adjust and/or correct any errors in Product pricing or descriptions. Company observes local and state restrictions and some Products may not be available in your area or jurisdiction.

 

  • Compliance with Regulations. In addition to information supplied with Products, Products may be subject to federal, state and/or local regulations, laws, and limitations including, without limitation:

 

  • Emissions Regulations.

Company does not supply, distribute, advertise, offer for sale, or sell any Product into California that alters or modifies the original design or performance of a regulated motor vehicle air pollution control device unless it is exempted under California Vehicle Code section 27156.

 

Federal and State regulations may restrict Product installation to pre-regulation (Model Year 1974 or earlier), or “Competition,” or ”Racing” Vehicles. Competition or Racing Vehicles may be operated exclusively in:

  • events organized by recognized bodies with authorizing permits for participating drivers;
  • racing event qualification; and
  • practice associated with events.

 

Installation of such restricted Products in Model Year 1975 and later street driven Vehicles, including driving Competition or Racing Vehicles to the racetrack, is likely to be considered illegal “Tampering” or a “Defeat Device” subject to U.S. Federal and State penalties.

 

  • Risk. RACING IS AN INHERENTLY DANGEROUS ACTIVITY. COMPANY MAKES NO REPRESENTATIONS THAT CATALOG PRODUCTS CAN REDUCE OR ELIMINATE ANY SUCH RISK. YOU ASSUME THE RISK OF INJURY OR DEATH WHENEVER PARTICIPATING IN MOTORSPORTS, RACING AND VEHICLE MODIFICATION.

 

  • Material Exposure. The California Safe Drinking Water and Toxic Enforcement Act of 1986, better known as “California Prop 65” may require “clear and reasonable” notice about the presence (even at very low concentrations) of substances known to cause “endpoint” risks. Such Products will carry warnings indicating Cancer, Reproductive or Birth Defect risks.

 

  • Volatile Organic Compounds. Liquid consumables such as paint, cleaner (brake, carburetor, fuel-injection, intake), degreaser may be subject to volatile organic compound (VOC) regulations for sale, shipment and use.

 

  • Restricted Sales/Unlawful Applications. Company may, in its sole discretion, preclude, withhold, prevent, or terminate any attempts of restricted sales or unlawful/illegal applications of Products.

 

  • All Products are sold by Company subject to the Motor State Distributing Terms & Conditions, available at [WEBSITE ADDRESS] and incorporated by reference herein.

 

  1. This EULA sets forth the entire agreement between Company and you with respect to the Software and/or Services and your use thereof. Company may elect to change or supplement the terms of this EULA from time to time in its sole discretion. Company will exercise commercially reasonable efforts to provide notice to you of any material changes to this EULA. Within ten (10) business days of posting changes to this EULA (or ten (10) business days from the date of notice, if such is provided), such changes will be binding on you. If you do not agree to such changes, you should: (i) discontinue using the Services; (ii) remove Software from any Device(s); and (iii) send written notice to Company of termination within such ten-business day period, at which time Company will calculate a pro-rata refund of any Fees prepaid by you up to the effective date of termination. If you continue using the Software and/or Services after such ten-business day period, you will be deemed to have accepted the changes to this EULA. You may not assign any of your rights or obligations under this EULA to any third party without the express, written consent of Company. This EULA benefits solely the Parties to this EULA and their respective permitted successors and permitted assigns and nothing in this EULA, express or implied, confers on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this EULA.  No failure or delay in exercising any right or remedy shall operate as a waiver of any such (or any other) right or remedy. This EULA shall bind and inure to the benefit of the parties hereto and their successors and permitted assigns. Should you have any questions, comments, complaints, or claims relating to this EULA, the Software and/or Services, please contact us at [EMAIL ADDRESS].

[INSERT CHECK-BOX “I HAVE READ AND AGREE TO THE TERMS OF THE LANE AUTOMOTIVE, INC. PRICEGUIDEPRO END-USER LICENSE AGREEMENT ABOVE”]

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